Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

hereby resolve:1. to rescind, in respect of the part as yet unexecuted, the powers conferred onthe Board of Directors at the time under the resolution adopted byshareholders in the general meeting held on 27 June 2007 as amended on 28October 2008, to increase the company’s share capital by means of rights orbonus issues in an amount of up to €100m, and to issue bonds convertible intoordinary shares and/or shares cum warrants, in an amount of up to €2bn,pursuant to Articles 2443 and 2420-ter of the Italian Civil Code;2. to authorize the Board of Directors: under Article 2443 of the Italian Civil Code, to increase the Company’sshare capital, by means of rights issues and/or bonus issues in one or moretranches on or prior to the fifth anniversary of the date of this resolution inan amount of up to €100m, including via warrants, through the issue of upto 200 million ordinary par value €0.50 shares to be offered as an option orassigned to shareholders, and accordingly, to establish from time to timethe issue price of the new shares, including the share premium, if any, thedate from which they shall rank for dividends, and whether or not any ofthe shares shall be used for exercising the warrants attached to the sharesto be issued; under Article 2420-ter of the Italian Civil Code, to increase the Bank’sshare capital through the issue of bonds convertible into ordinary sharesand/or shares cum warrants, in one or more tranches on or prior to the fifthanniversary of the date of this resolution, in a nominal amount of up to€2bn, to be offered as an option to shareholders, and accordingly, toestablish from time to time the conversion ratio of the bonds to be issuedand any other feature thereof, and to authorize the corresponding increasein the Bank’s share capital for use in the conversion of the bonds;3. to establish that exercise of the foregoing mandates shall not, withoutprejudice to the foregoing, lead to the issue of a total number of shares inexcess of 200 million;4. to further amend Article 4 of the Articles of Association, as follows:536 –EXISTING TEXTArticle 4The Company’s subscribed and fully paid up sharecapital is Euro 430,564,606 represented by861,129,212 Euro 0.50 par value shares.NEW TEXTArticle 4Unchanged